==> picture [245 x 36] intentionally omitted <==

15 May 2012

The Manager Company Announcements Australian Securities Exchange Level 5, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

ASX Code: PSC

Prospect Resources Limited

Please find attached prospectus lodged with ASIC today.

For further information, please contact Mr Andrew Whitten.

Tel: (02) 8072 1425 Fax: (02) 9283 1970 Email: [email protected]

Prospect Resources Limited | ACN 124 354 329

Suite 6, 245 Churchill Ave. Subiaco WA 6008 | Phone: +61 8 9217 3300 | Fax: +61 8 9388 3006 Website: prospectresources.com.au | Email: [email protected]

PROSPECT RESOURCES LIMITED (ACN 124 354 329)

PROSPECTUS

For the offer of 190,000,000 Shares ( the Placement Shares ) at an issue price of $0.01 per Placement Share to raise $1,900,000 ( the Placement ).

IMPORTANT: This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.

1.	CORPORATE DIRECTORY........................................................................................ 13
2.	DETAILS OF THE OFFER.......................................................................................... 14
3.	PURPOSE AND EFFECT OF THE OFFER................................................................. 17
4.	STATEMENT OF FINANCIAL POSITION AND PRO-FORMA CAPITAL
	STRUCTURE.............................................................................................................. 18
5.	COMPANY OVERVIEW.............................................................................................. 21
6.	CORPORATE GOVERNANCE................................................................................... 26
7.	RIGHTS ATTACHING TO SECURITIES..................................................................... 28
8.	INVESTMENT RISKS.................................................................................................. 30
9.	ADDITIONAL INFORMATION..................................................................................... 38
10.	DIRECTORS’ CONSENT............................................................................................ 45
11.	DEFINITIONS.............................................................................................................. 46

IM PORT ANT INFORM AT ION

Below is important information in relation to the Offer. Shareholders should read this document in its entirety and, if in doubt as to any of the matters set out in this Prospectus, should consult their professional advisers.

Summary of the Offer

As announced on 28 February 2012, the Shareholders of Prospect Resources Limited (ACN 124 354 329) (formerly Ethan Minerals Limited) ( the Company ) have approved a recapitalisation of the Company as summarised in the Company’s Notice of Extraordinary General Meeting to Shareholders ( the Notice ) dated 24 January 2012 and in Section 5 of this Prospectus.

Subsequent to the Extraordinary General Meeting of the Company that was held on 28 February 2012 ( the Meeting ), a syndicate headed by Pager Partners ( the Syndicate ) lent to the Company $950,000, which was paid over to the Creditors’ Trust contemporaneously with the effectuation of the DoCA and the Company being removed from external administration.

In accordance with Shareholder approval received at the Meeting, on 14 May 2012, the Company placed 100,000,000 Shares at an issue price of $0.0025 per Share to raise $250,000 to parties nominated by the Syndicate. In addition, 60,000,000 Options were issued to parties nominated by the Syndicate at an issue price of $0.000025 per Option to raise $1,500. The Syndicate elected to apply $73,074 against the Syndicate loan, leaving $876,926 payable as described in Section 9.1 of this Prospectus.

Pursuant to this Prospectus, the Company makes the following Offer:

Offer The Placement Investors are invited to subscribe for 190,000,000 Shares ( the Placement Shares ) at an issue price of $0.01 per Placement Share (in each case, in $500 minimum parcels) to raise $1,900,000.

The rights attaching to the Securities offered by this Prospectus are set out in Section 7 of this Prospectus.

The purpose of this Prospectus is for the Company to make the Offer under Section 713 of the Corporations Act.

Summary of important dates*

	Date
Lodgement of the Prospectus with ASIC and release to ASX	15 May 2012
Opening Date for the Placement	15 May 2012
Closing Date for the Placement	21 May 2012
Dispatch of holding statements	25 May 2012
Expected date for Official Quotation of the Shares offered under the Prospectus and reinstatement of the Company to ASX**	31 May 2012

*The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

**Please refer to the ‘Important Information’ Section of this Prospectus for details of ASX’s reinstatement conditions.

Key Investment Risks

Prospective investors should read this Prospectus in its entirety before deciding whether to apply for Securities under this Prospectus. In particular, you should consider the risk factors set out in Section 8 of this Prospectus, which include the following key investment risks:

Risk	Further details
• Financial reporting and AGM breaches:The Company was under administration from 1 July 2011 to 28 March 2012. As at the date of this Prospectus: (a) the Company has not lodged financial accounts for: (i) the 6 month periods ended 31 December 2010 and 31 December 2011; (ii) the financial year ended 30 June 2011; and (b) the Company has failed to hold its Annual General Meeting for 2011. The Company’s auditors are currently in the process of auditing the financial statements for the period referred to in paragraph (a)(ii) above and reviewing the half year financial statements for the periods referred to in paragraph (a)(i) above and accordingly, these accounts will be available for release to the market shortly thereafter. The directors were not able to obtain all the books and records of the company for the period prior to their appointment and have prepared the financial statements in paragraphs (a)(i) and (a)(ii) above based on the information made available to them at the time of preparation of the financial statements. Accordingly it is expected that the audit and reviews in relation to these financial statements will result in a disclaimer of opinion and disclaimer conclusions. The Company cannot guarantee that ASIC will not take enforcement action against the Company in respect of the past breaches outlined above.	Section 8.2.1
• Control:The Securities to be placed to Directors and key Syndicate members (including any of their nominees) pursuant to the Offer will constitute up to approximately 31.1% of the Company’s fully diluted capital (assuming the Offer is fully subscribed). There will therefore be a concentration of ownership of the Company among the members of the Syndicate (and their nominees), their associates and the other parties who are invited to participate in the Offer (not all of whom will be related parties of the Syndicate members). Some investors may consider that this increases the risk of participating in the Offer as external investors not related to or associated with the Syndicate will only control approximately 68.9% of the Company. This should not be taken as a representation that the members of the Syndicate and their nominees act in concert with one another; would be likely to exercise their voting rights as Shareholders in the same manner; or that the Syndicate members and their nominees as a whole are associated parties.	Section 8.2.2
• Expenditure Risks:Expenditure by the Company may not return a profitable investment or mine.	Section 8.2.3
• Joint Venture Risk and Other Third Party Risks:The Company may decide in the future to enter into joint ventures in relation to its tenements thereby exposing the Company to the risk that the counterparty to these joint ventures will not fulfil their obligations. In addition, the Directors are unable to predict the risk of financial failure, default, insolvency or other managerial failure by any of the operators, contractors and/or service providers used by the Company in any of its activities and any such event could adversely impact on the Company’s operations.	Section 8.2.4
• Development and Mining:The Company may never successfully develop a mining operation, and even in the event that the Company does successfully develop a mining operation and commence production, the operations of the Company may be disrupted by a variety of risks and hazards which are beyond its control which may negatively affect the operating and financial performance of the projects and business of the Company.	Section 8.2.5
• Operating Risks:The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors beyond the control of the Company.	Section 8.2.6
• Title:There is no guarantee that the exploration licences comprising some of the tenements which the Company holds may be extended and/or that those tenements that are applications for tenements will ultimately be granted in whole or in part.	Section 8.2.7

Risk	Further details
• Early stage of development:The tenements of the Company are at various stages of exploration and potential investors should understand that mineral exploration and development are high risk undertakings.	Section 8.2.8
• General, Economic and Political Conditions:General, economic and political conditions may have an adverse effect on the Company’s development and future activities, as well as on its ability to fund those activities.	Section 8.2.9
• Regulatory Risk:Laws and regulation in the countries where the Company operates may adversely impact on the Company’s operations.	Section 8.2.10
• Native Title Risk:Some of the land where the Company’s tenements are located in Australia is subject to native title and/or of Aboriginal Cultural Significance which may have an adverse effect on the Company’s development and future activities.	Section 8.2.11
• Freehold Access Risk:As the Company does not own all of the land where the Company’s tenements are located, there is a risk that the Company will be denied access to its tenements. Furthermore, the Company is a party to a number of Mining Access Agreements to Queen Victoria Crown Grants that, gives the grantor the ability to terminate in July 2012. If terminated, the Company retains a first right of refusal however the Mining Access Agreements might not be renegotiated.	Section 8.2.12
• New Board:The Company has recently appointed a new board of Directors and may need to attract additional personnel to develop the Company’s business moving forward.	Section 8.2.13
• Commodity and Currency Price Volatility:The activities of the Company may be rendered uneconomical as a result of the prices of commodities and/or exchange rates fluctuating.	Section 8.3.1
• Commodity Markets and Prices:Demand for, and the prices of, any commodities that may be produced by the Company are influenced by factors beyond the control of the Company. Further, even if the demand for, and the prices of, the commodities that may be produced by the Company are favourable, the Company may not be able to negotiate profitable off-take agreements and/or customers may default on their contractual obligations.	Section 8.3.2
• Resource Estimates:The resource estimates of the Company may be inaccurate which may negatively affect the operating and financial performance of the projects and the business of the Company.	Section 8.3.3
• Environment:The Company may be exposed to liability under applicable environmental laws and regulations.	Section 8.3.4
• Clean Up Concerns:The Company may be subject to a cleanup liability under applicable environmental laws and regulations.	Section 8.3.5
• Liquidity and Realisation Risks:There can be no guarantee that the Securities offered by this Prospectus will trade, that an active market in the Securities will develop and/or that the price of the Securities will increase.	Section 8.3.6
• Loss of Key Personnel:If any of the Company’s Directors or technical consultants were to leave the Company, the Company’s activities could be adversely affected until the skills that are lost are adequately replaced.	Section 8.3.7
• Insurance Risk:In certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.	Section 8.3.8
• Market Conditions and Security Investments:The market price of the Company’s Securities may fall and are subject to varied and unpredictable influences.	Section 8.3.9
• Future capital requirements:Any failure by the Company to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.	Section 8.3.10
• Other Projects:The Company may look to complete other investments and acquisitions in the future, the details of which are not known at the date of this Prospectus. Those acquisitions and investments will carry their own set of risks.	Section 8.3.11

Risk

Further details

Investment Speculative: The risk factors referred to in this Prospectus, and others not specifically referred to in this Prospectus, may in the future materially affect the Section 8.4
financial performance of the Company and the value of the Securities offered under this Prospectus.

Directors

Mr Hugh Warner – Non-Executive Director and Chairman

Mr Warner holds a Bachelor of Economics from the University of Western Australia. He has broad experience as a public company director, having been a director of a number of publicly listed companies involved in the mining, oil and gas, biotechnology and service industries. He is currently Non-Executive Chairman of Modun Resources Limited, TPL Corporation Limited, PLD Corporation Limited and FRR Corporation Limited.

As at the date of this Prospectus, Mr Warner has an interest in the securities of the Company as outlined in the table on the following page.

Mr Jonathan Pager – Non-Executive Director

Mr Pager has over 18 years’ experience as a management consultant across a wide range of industries in Australia and overseas and is currently Managing Director of Pager Partners Business Consultants and Pager Partners Corporate Advisory. He has a Masters of Economics and qualified as a chartered accountant with Deloitte Touche Tohmatsu, where he commenced his career. Jonathan has recapitalised several ASX-listed companies. He is currently a Director of PLD Corporation Limited and FRR Corporation Limited. He was previously a director of both TPL Corporation Limited and Modun Resources Limited.

As at the date of this Prospectus, Mr Pager has an interest in the securities of the Company as outlined in the table on the following page.

Mr Michael Pollak – Non-Executive Director

Mr Pollak holds a Bachelor of Commerce, is a chartered accountant and has an MBA in strategy from the Australian Graduate School of Management. Michael commenced his career at PricewaterhouseCoopers 15 years ago. Michael has gained valuable experience in Sydney and London in general management, audit, insolvency, corporate advisory and strategy across a wide range of industries, including mining, financial services and manufacturing. Michael has been involved in the recapitalisation of a number of ASX-listed companies. He is currently a Director of PLD Corporation Limited and FRR Corporation Limited.

As at the date of this Prospectus, Mr Pollak has an interest in the securities of the Company as outlined in the table on the following page.

Directors’ interests in the Company

As set out below and in Section 9.5 of this Prospectus, the Directors hold the following Securities in the Company as at the date of this Prospectus.

Director	Shares as at the date of the Prospectus	Options as at the date of the Prospectus	Shares (fully diluted)	% Holding (fully diluted)1
Hugh Warner	29,000,000	16,000,000	45,000,000	17.64%
Jonathan Pager	5,433,333	6,000,000	11,433,333	4.48%
Michael Pollak	21,000,000	11,000,000	32,000,000	12.54%
Total related party interest:	55,433,333	33,000,000	88,433,333	34.66%
Existing Securityholders	127,159,954	39,559,000	166,718,954	65.34%
Total:	182,593,287	72,559,000	255,152,287	100%

At the Meeting, Shareholders approved the issue of the above Securities to the Directors (or their nominees). At the same Meeting, Shareholders approved the issue of the below Securities to the Directors (or their nominees). The Directors and their nominees are therefore entitled to participate in the Placement and their current proposed participation in the Offer is set out below (together with a pro-forma capital structure of the Company following completion of the Offer, assuming full subscription):

Director	Shares as at the date of the Prospectus	Options as at the date of the Prospectus	Placement Shares	Shares (fully diluted)	% Holding (fully diluted)1
Hugh Warner	29,000,000	16,000,000	30,000,000	75,000,000	16.85%
Jonathan Pager	5,433,333	6,000,000	10,000,000	21,433,333	4.81%
Michael Pollak	21,000,000	11,000,000	10,000,000	42,000,000	9.43%
Total related party interest:	55,433,333	33,000,000	50,000,000~~4~~	138,433,333	31.10%
Other investors2,3			140,000,000	140,000,000	31.45%
Existing Securityholders	127,159,954	39,559,000		166,718,954	37.45%
Total:	182,593,287	72,559,000	190,000,000	445,152,287	100%

Notes:

1 Figures subject to rounding.
2 Includes unrelated nominees of the Syndicate’s interests.
3 May include Existing Securityholders, if such subscribe successfully for any Placement Shares.
4 Includes Placement Shares to both the directors and their nominees.

Assuming the Offer is fully subscribed, it is currently expected that the Syndicate’s aggregate holding in the Company, excluding the holdings of unrelated nominees of the Syndicate (on a fully diluted basis and including the Directors’ holdings, as detailed above) will be up to approximately 31.1%. This should not be taken as a representation that the members of the Syndicate

and their nominees act in concert with one another; would be likely to exercise their voting rights as Shareholders in the same manner; or that the Syndicate members and their nominees as a whole are associated parties.

ASX Reinstatement Conditions

ASX has provided a list of conditions which the Company must comply with in order for its Shares to be reinstated to Official Quotation on ASX. These conditions are as follows:

(a) Confirmation that the DoCA has been fully effectuated and the Company is not subject to any other forms of external administration, receivership or liquidation (which occurred on 28 March 2012).
(b) Confirmation of the payment of $950,000 in cash to the Deed Administrators, for the benefit of the Creditors Trust, by the Syndicate (which occurred on 28 March 2012).
(c) Confirmation that the Company’s secured creditors (if any) have released and discharged any security granted to them by the Company and there are no outstanding security interests over the Company’s tenements and that the Company’s secured creditors have no further interest in tenements in which the Company has an interest including no rights of repossession or the right to exercise its power of sale (the Company has no secured creditors, so this condition is not applicable to the Company).
(d) Confirmation that all the conditions and terms under the DoCA have been satisfied (which occurred on 28 March 2012).
(e) Confirmation that Shareholders have approved resolutions 1 to 11 (inclusive) to be considered at the Meeting (which occurred on 28 February 2012).
(f) Reinstatement of the Company’s CHESS sub-register.
(g) Confirmation of completion of the Offer made pursuant to this Prospectus.
(h) Confirmation that after payment of the costs of the capital raising (if any) and payments to the Deed Administrators to satisfy obligations under the DoCA, the Company can demonstrate to ASX that it will have a minimum of $1,000,000 in cash, net of all liabilities (which will occur following the Closing Date of the Offer).
(i) Lodgement of all outstanding Appendix 3B’s with ASX for issues of new securities.
(j) Provision of the following documents, in a form suitable for release to the market (which have been, or will be, provided to ASX):
(a) A statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders.
(b) A distribution schedule of the numbers of holders in each class of security to be quoted in the form contained in appendix 1A, paragraph 48.
(c) A statement outlining the Company’s capital structure.
(d) An updated reviewed pro forma balance sheet based on actual funds raised.
(e) An updated statement of commitments based on actual funds raised.
(f) A comprehensive activities report setting out the proposed business strategy for the Company.
(g) A statement confirming that there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the updated statement of commitments based on actual funds raised.
(h) Full terms and conditions of all options on issue.

(k) An update of the status of the Company’s exploration interests including E66/53, E66/73 (formerly E66/63), E66/64, E66/56, E66/80, E66/81, E70/3247, and each of the 6 mining access agreements with owners of Queen Victoria Crown Grant (refer to Section 5.1 of this Prospectus for information on these exploration interests).
(l) An update on the status and financial position of each of the Company’s subsidiaries, including Allegra Mining Zambia Limited and PT. Ethan Mining Celebes (refer to Section 5.1 of this Prospectus for information on the status of the Company’s former subsidiaries).
(m) A statement disclosing the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council. If the Company has not followed all of the recommendations the Company must identify those recommendations that have not been followed and give reasons for not following them.
(n) A copy of a trading policy that complies with listing rule 1.1, condition 15.
(o) A statement by the Company that it is in compliance with the listing rules, and in particular listing rule 3.1.
(p) Confirmation of the responsible person for the purposes of listing rule 1.1 condition 12.
(q) The Company demonstrating compliance with listing rules 12.1 and 12.2 to the satisfaction of ASX (this has now occurred).
(r) Lodgement of any outstanding reports (other than quarterly reports), if any, for the period since the Company’s securities were suspended and any other outstanding documents required by listing rule 17.5.
(s) Payment of any other fees applicable and outstanding (which will occur prior to re-listing).
(t) Provision of any other information required or requested by ASX.

IM PORT ANT N OTES

This prospectus is dated 15 May 2012. This prospectus was lodged with ASIC on 15 May 2012. For the purposes of this document, this prospectus will be referred to as this Prospectus .

The Expiry Date of this Prospectus is 13 months after the date it was lodged with ASIC. No Securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Placement Application Form which accompanies this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.prospectresources.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access this Prospectus from within Australia.

Application Forms

The Corporations Act prohibits any person passing onto another person an Application Form for Securities unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form for any reason, including from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement Prospectus.

LETTER FROM THE BOARD

Dear Investor

On 1 July 2011, Bradley Tonks and John Vouris of Lawler Partners ( the Administrators ) were appointed as the Joint and Several Administrators of Prospect Resources Limited (ACN 124 354 329) (previously, Ethan Minerals Limited) ( the Company ) and assumed control of the Company and its business, property and affairs.

The Administrators sought expressions of interest from third parties in either acquiring the assets of the Company or reconstructing and recapitalising the Company.

As part of this process, on 4 November 2011 the creditors approved the Administrators entering into a Deed of Company Arrangement ( the DoCA ), pursuant to which the Deed Administrators were authorised, among other things, to investigate the restructure of the Company’s capital with a view to re-instating the Company’s Shares to quotation on ASX for the benefit of creditors and Shareholders.

The Company’s creditors subsequently agreed with a proposal presented by Pager Partners for the restructure and recapitalisation of the Company ( the Proposal ). If completed, the Proposal will result in the Company becoming debt free and sufficient cash being injected into the Company to enable the Company to continue operating and apply for the re-instatement of its Shares to Official Quotation on ASX (refer to the ‘ASX Reinstatement Conditions’ Section of this Prospectus for ASX’s re-instatement conditions). The Proposal was approved by Shareholders on 28 February 2012 and the purpose of this Prospectus is to raise the capital to complete the Proposal.

The Proposal includes:

the retention of the Company’s existing mineral exploration licences, rights and applications (unencumbered);
the entry by the Company into a Creditors’ Trust Deed for the purposes of satisfying approved creditor claims. This has now occurred;
the Company making available any cash at bank, its rights in its sundry debtors, its claims against its Subsidiaries and shares in its Subsidiaries (as well as any other assets not purchased by the Syndicate) for the benefit of the Company’s creditors pursuant to the terms of the DoCA;
the payment of $950,000 in cash (paid by the Syndicate by way of a loan to the Company) to the Creditors Trust in return for creditors releasing all claims against the Company and participating as creditors of the Creditors Trust, with all other liabilities and obligations of the Company being compromised under the DOCA. This has now occurred;
the Company undertaking a capital raising to raise a total of $251,500 by way of the issue of Shares and Options to the Syndicate or its nominees. This has now occurred;
the Company undertaking a capital raising to raise a total of $1,900,000. This is the purpose of this Prospectus;
the existing Directors of the Company at the time of executing the DoCA, being Mr Kenneth Fitzgerald and Ms Julie Glanville, resigning and new Directors, Messrs Hugh Warner, Jonathan Pager and Michael Pollak, being appointed to the Board. This has now occurred; and
the change of the Company’s name from “Ethan Minerals Limited” to “Prospect Resources Limited”. This has now occurred.

On 28 March 2012, the Syndicate lent to the Company $950,000 so that it could satisfy the terms of the DoCA. The DoCA was effectuated on 28 March 2012 and contemporaneously the Company was removed from external administration. In addition, the Directors have been replaced and the Company has changed its name.

On 14 May 2012, the Company placed 100,000,000 Shares at an issue price of $0.0025 per Share to raise $250,000 to parties nominated by the Syndicate. In addition, 60,000,000 Options were issued to parties nominated by the Syndicate at an issue price of $0.000025 per Option to raise $1,500. The Syndicate elected to apply $73,074 against the Syndicate loan, leaving $876,926 payable as described in Section 9.1 of this Prospectus.

On completion of the capital raising set out in this Prospectus, the Company will apply for its Shares to be re-instated to trading on ASX. ASX has advised that re-instatement is likely to be approved, subject to the satisfaction of certain conditions, as referred to elsewhere in this Prospectus. These will be attended to following the completion of the Offer.

Please read the Prospectus carefully before applying for any Securities.

Yours faithfully

==> picture [144 x 80] intentionally omitted <==

Hugh Warner Chairman For and on behalf of the Board of Directors

1. CORPORATE DIRECTORY

Directors

Share Registry*

Mr Hugh Warner

Non-Executive Director and Chairman

Mr Jonathan Pager Non-Executive Director

Mr Michael Pollak Non-Executive Director

Security Transfer Registrars Pty Ltd Suite 1 Alexandrea House 770 Canning Highway APPLECROSS WA 6153 Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

Company Secretary

Legal Advisers

Mr Andrew Whitten

Registered Office

Whittens Lawyers and Consultants Level 5, 137-139 Bathurst Street SYDNEY NSW 2000

Auditor*

Suite 6, 245 Churchill Avenue Deloitte Touche Tohmatsu SUBIACO WA 6008 Woodside Plaza, Level 14 240 St Georges Terrace PERTH WA 6000

ASX Code

PSC

*These parties have been included for information purposes only. They have not been involved in the preparation of this Prospectus.

2. DETAILS OF THE OFFER

2.1 Summary of Offer

The Company is making one Offer pursuant to this Prospectus ( the Offer ). Refer to the table below for further details of the Offer.

The rights attached to the Securities offered pursuant to this Prospectus are summarised in Section 7 of this Prospectus. The Shares offered under this Prospectus will rank equally with the existing Shares on issue as at the date of this Prospectus.

The purpose of the Offer and the use of the funds raised pursuant to the Offer are set out in Section 3 of this Prospectus.

The Placement Details

The Placement Details	The Placement Details	The Placement Details
Securities offered:		190,000,000 Shares (the Placement Shares) at an issue price of $0.01 per Placement Share (in each case, in $500 minimum parcels) to raise $1,900,000.
Eligible applicants:		Investors.
How to apply:		If you wish to subscribe for Shares pursuant to the Placement, please complete a Placement Application Form . Payment for Shares must be made in full at the issue price of $0.01 per Share.
Opening Date:		15 May 2012.
Closing Date*:		5:00pm (AEDT) on 21 May 2012.
Information applicable to the Offer
Return of Application Forms:	Completed Application Forms and accompanying payment must be delivered to the Company: Suite 6, 245 Churchill Avenue, Subiaco WA 6008 Or mailed to PO 1273, Subiaco WA 6904 Cheques should be made payable to “Prospect Resources Limited” and crossed “Not Negotiable”. Payment for Securities (either by cheque or electronic funds transfer) must be received by no later than the Closing Date.

*The Board reserves the right to close the Offer early or extend the Closing Date (as the case may be), should it consider it necessary to do so.

2.2 Allotment

Allotment of Securities offered by this Prospectus will take place as soon as practicable after all applications are received. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Securities takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Securities in minimum parcels of $500, or to decline any application. Where no allotment is made, the application monies will be returned by cheque to the Applicant within 7 days of the allotment date.

2.3 Minimum subscription

The minimum subscription is $1,900,000, being the full amount that can be raised pursuant to the Offer.

2.4 Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are quoted on ASX. The Company’s shares have been suspended from trading on ASX since 21 February 2011.

2.5 ASX listing

Application will be made within 7 days after the date of this Prospectus to ASX for permission for the Shares issued pursuant to this Prospectus to be listed for Official Quotation by ASX.

In the event that ASX does not grant permission for the Official Quotation of the Shares within 3 months after the date of issue of this Prospectus (or such period as is varied by ASIC), none of the Securities offered by this Prospectus will be allotted or issued and the Company will repay all application monies within the time period set out under the Corporations Act, without interest.

2.6 Restrictions on the distribution of the Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.

This Prospectus is not intended to, and does not constitute an offer of, or invitation to apply for, Securities in any place which, or to any person to whom, the making of such offer or invitation would not be lawful under the laws of any jurisdiction outside Australia.

2.7 Clearing House Electronic Sub-register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of Securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Securities allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number ( HIN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further, monthly statements will be provided to holders in circumstances in which there have been any changes in their Security holding in the Company during the preceding month.

2.8 Commissions on Application Forms

The Company reserves the right to pay a commission of up to 5% (plus goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid Applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

2.9 Taxation

The Company does not propose to give any taxation advice and neither the Company, its Directors nor its officers accept any responsibility or liability for any taxation consequence to Applicants. Applicants should consult their own professional tax advisers in regard to taxation implications of the Offer.

2.10 Privacy Act

If you complete an Application for Securities, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Securityholder, facilitate distribution payments and corporate communications to you as a Securityholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

2.11 Enquiries

Any questions concerning the Offer should be directed to Mr Andrew Whitten on +61 2 8072 1400.

3. PURPOSE AND EFFECT OF THE OFFER

3.1 Purpose of the Offer

The purpose of the Offer is to raise $1,900,000 (before expenses of the Offer). The proceeds of the Offer are planned to be used in accordance with the table set out below[1] :

Repayment or satisfaction of Syndicate loan2 Expenses of the Proposal and the Offer3 Development of existing assets4 Review and evaluation of new projects Working capital Total	Year 1 Year 2 Total
	$698,500 Nil $698,500 $160,000 Nil $160,000 $255,000 $285,000 $540,000 $105,000 $100,000 $205,000 $110,000 $186,500 $296,500
	$1,328,500 $571,500 $1,900,000

Notes:

The Board reserves the right to alter this budget as a result of a change in circumstances or intervening events. This budget is a statement of present intention.
Refer to Section 9.1 of this Prospectus for details of the Syndicate loan. The loan may either be repaid by the Company in full or, at the Syndicate’s election, the Company may satisfy some or all of the repayment obligation by applying loan proceeds towards valid Applications received from the Syndicate members (and their nominees) for Securities pursuant to the Offer.
Refer to Section 9.7 of this Prospectus for details of the estimated expenses of the Proposal and the Offer.
The Board will review the entire tenement package post re-listing with a view to reducing tenement holdings in non-prospective areas.

3.2 Effect of the Offer and pro-forma consolidated statement of financial position

The principal effect of the Offer (assuming the Offer is fully subscribed) will be to:

(a) increase cash reserves by $1,900,000 immediately after completion of the Offer and before estimated expenses of the Proposal and the Offer; and
(b) increase the number of Shares on issue from 182,593,287 Shares to 372,593,287 Shares.

Set out below in section 4 is:

(a) an unaudited statement of financial position of the Company as at 31 December 2011; and
(b) an unaudited statement of financial position of the Company as at 15 May 2012; and
(c) an unaudited pro-forma statement of financial position of the Company as at 15 May 2012, incorporating the effect of the Offer and the effectuation of the DoCA.

4. STATEMENT OF FINANCIAL POSITION AND PRO-FORMA CAPITAL STRUCTURE

4.1 Statement of financial position

Note Assets Current assets Cash and cash equivalents 2 Trade and other receivables Total current assets Non-current assets Exploration and evaluation expenditure Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 1 Short term borrowings 3 Total current liabilities Total liabilities Net assets Equity Contributed equity 4 Reserves Accumulated losses 5 Total equity / (deficit)	31 December 2011 (Unaudited7,6) $ 15 May 2012 (Unaudited) $ 15 May 2012 Pro-forma (Unaudited) $ 38,322 178,426 1,201,500 228,051 0 0
	266,373 178,426 1,201,500
	1,300,000 1,300,000 1,300,000
	1,300,000 1,300,000 1,300,000

	1,566,373 1,478,426 2,501,500
	1,444,254 0 160,000 50,000 876,926 0
	1,494,254 876,926 160,000

	1,494,254 876,926 160,000

	72,119 601,500 2,341,500
	12,757,392 13,007,392 14,825,392 898,150 899,650 899,650 (13,583,423) (13,305,542) (13,383,542)
	72,119 601,500 2,341,500

Notes in relation to 15 May 2012 pro-forma (unaudited) statement of financial position:

1 This amount excludes the payment made by the Company to the Creditors Trust in connection with the Proposal and the effectuation of the DoCA of $950,000, but includes estimated accrued expenses of the Offer. Refer to Section 9.1 of this Prospectus for details of the $950,000 loan advanced to the Company to satisfy approved creditors’ claims under the Creditors’ Trust Deed.

2 The movement in the cash assets is reconciled as follows:

Opening balance	178,426
Placement of Shares at $0.01 each	1,900,000
Repayment of conditional loan arranged by the
Syndicate to enable the Company to satisfy its	(876,926)
obligations under the DoCA
Closing balance	1,201,500

3 The movement in the Short term borrowings is reconciled as follows:

	$
Actual balance as at 15 May 2012	876,926
Repayment of conditional loan arranged by the
Syndicate to enable the Company to satisfy its	(876,926)
obligations under the DoCA
Closing balance	-

4 The movement in the contributed equity is reconciled as follows:

Actual balance as at 15 May 2012	13,007,392
Placement of Shares at $0.01 each	1,900,000
Capital raising costs	(82,000)
Closing balance	14,825,392

5 The movement in the Accumulated losses is reconciled as follows:

	$
Actual balance as at 15 May 2012	(13,305,542)
Non capital raising costs of capitalisation	(78,000)
Closing balance	(13,383,542)

6 The unaudited figures for the period ended 31 December 2011 and 15 May 2012 cover a period during which the current Board of Directors was not in control of the Company’s management and affairs. The Directors’ qualify these financials on the basis that, to prepare the financial report, the Directors had to reconstruct the Company’s financial records using data extracted from the Company’s accounting system for the period 1 June 2010 to 1 July 2011 (being the date the Company entered into voluntary administration) and the record of receipts and payments made available by the Deed Administrator for the period from his appointment on 1 July 2011 to 28 March 2012 (being the date the DoCA effectuated). As disclosed elsewhere in this Prospectus and as previously announced to the market, the Company was subject to a Deed of Company Arrangement, which had the effect of extinguishing the Company’s debts and facilitating the recapitalisation of the Company. The DoCA has now been effectuated. Since the effectuation of the DoCA, the Company’s sole liabilities are those disclosed in Section 9.7 of this Prospectus (being the estimated expenses of the Proposal and the Offer), as is evident from the statement of financial position set out above. For the purposes of the pro forma it is assumed that 100 cents in the dollar will be distributed to creditors therefore there is no gain or loss arising on the completion of the DoCA.

7 Please note that the above accounts, as at 31 December 2011, include the Subsidiaries held by the Company as at that date. As at 15 May 2012, these Subsidiaries were no longer owned by the parent entity and therefore the accounts as at 15 May 2012 do not include the Subsidiaries.

4.2 Pro-forma capital structure

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below.

Capital Structure	Shares	Unlisted Options
Securities on issue as at the date of this Prospectus	182,593,287	72,559,000
Securities offered pursuant to the Placement	190,000,000	Nil
Total Securities on issue after completion of the Offer	372,593,287	72,559,000

5. COMPANY OVERVIEW

5.1 Background

The Company was incorporated on 9 March 2007 and commenced trading on ASX on 4 December 2009 under ASX ticker code ‘ETH’.

The Company was incorporated to pursue mineral exploration.

As at the date of this Prospectus, the Company has 100% of one exploration licence, an 80% interest in a further 3 exploration licences and 5 Mining Access Agreements to 6 Queen Victoria Crown Grants as well as two mining applications pending.

More specifically, the Company’s mineral rights are as follows:

(a) A tenement package of exploration licenses, as noted in the table below, covering approximately 900km[2] located about 400km north northwest of Perth dissected into 3 main project areas: Mary Springs, Baddera and Narra Tarra, which in turn contain a number of prospects and exploration targets.

The Company also has land access and compensation agreements with landholders in relation to certain of the tenements.

(b) Mining access agreements ( the Mining Access Agreements ) to 6 Queen Victoria Crown Grants ( the QVCG’s ) being QVCG (Lots 1 and 2), QVCG 32, QVCG 312, QVCG 334, QVCG 437 and QVCG 2647

The QVCG’s were given to private landholders prior to the forming of the State of Western Australia. Hence, the Western Australia Government does not hold the mineral rights to the QVCG’s (other than in relation to gold, silver and precious metals) nor is the Government permitted to grant exploration licences over the land. Native title does not apply to the QVCG’s.

Potential investors are referred to Section 9.1(b) of this Prospectus for details of the Mining Access Agreements.

The following table provides a summary of the Company’s mineral rights:

Tenement	Holder	Status	Date Granted	Expiry Date	Sub- blocks Held	District /Projec t Area	The Company’s Equity %
E66/533	Duketon Consolidated Pty Ltd1	Live	10/9/08	9/9/13	70	Badder a	80%
E66/56	Jason Stanley Macdonald2	Live	19/10/09	18/10/14	5	Mary Springs	100%
E66/64	Duketon Consolidated Pty Ltd1	Live	27/10/09	19/10/14	176	Springv ale	80%
E66/73	Duketon Consolidated Pty Ltd1	Live	27/10/10	26/10/15	70	Bounda ry Hill	80%
E66/804	Prospect Resources Limited	Pending	N/A	N/A	1	Mendip	N/A

E66/814	Prospect Resources Limited	Pending	N/A	N/A	4	Narra Tarra	N/A

1 Pursuant to the tenement option agreement dated 19 October 2009 between the Company and Duketon Consolidated Pty Ltd, the Company acquired an 80% interest in each of E66/53, E66/64 and E66/73. Duketon Consolidated Pty Ltd and the Company are in the process of transferring title, as to 80%, of each of E66/53, E66/64 and E66/73 to the Company.

2 Pursuant to the tenement sale agreement dated 29 December 2008 between the Company and Jason Stanley Macdonald, the Company acquired a 100% interest in E66/56. Jason Stanley Macdonald and the Company are in the process of transferring title, as to 100% of E66/56, to the Company.

3 E66/53 is subject to numerous additional heritage and environmental conditions.

4 The status of both E66/80 and E66/81 are pending. The Company is scheduled to attend a status conference with the National Native Title Tribunal and various native title party claimants on 13 June 2012. Compliance dates have been vacated. Potential investors are referred to Section 9.2(b) of this Prospectus for further details.

At the time of going into external administration, the Company had 2 subsidiaries, Allegra Mining Zambia Ltd ( Allegra ) and PT. Ethan Mining Celebes. The Administrators have advised that PT. Ethan Mining Celebes has been deregistered and that they have not been able to identify any assets that Allegra may hold apart from a number of agreements that Allegra entered into in Zambia in respect of exploration licenses. The completion conditions in relation to these agreements do not appear to have been satisfied. The Administrators received limited interest in relation to Allegra and did not anticipate making any material recoveries from Allegra or its agreements. Consequently, upon effectuation of the DoCA, Allegra was transferred to the Creditors Trust where it will be sold or deregistered.

5.2 Administration overview

The Company was suspended from trading on ASX on 21 February 2011 at its request. On 1 July 2011, Bradley Tonks and John Vouris of Lawler Partners ( the Administrators ) were appointed as the Joint and Several Administrators of the Company and assumed control of the Company and its business, property and affairs.

The Administrators subsequently advertised, sought and negotiated proposals to reconstruct the Company with interested parties. Pager Partners put forward a recapitalisation proposal which was accepted at a meeting of the Company’s creditors on 4 November 2011. The DoCA was signed on 25 November 2011.

Under the Proposal, it was agreed that $950,000 would be paid to the Deed Administrators for distribution under the DoCA via the Creditors’ Trust in return for creditors releasing all claims against the Company. A Creditors’ Trust Deed has been established pursuant to the DoCA which will be used to pay the Deed Administrators’ fees and costs, the Administrators’ fees and costs and the Trustees’ fees and costs, with the balance distributed to creditors as full and final payment of the Company’s outstanding debts. The Creditors’ Trust has been established, and all of the Company’s creditors prior to it going into Administration have released their claims against the Company.

The Proposal was set out in the Notice. Shareholders adopted the necessary resolutions at the Meeting for the Company to proceed with the Proposal. Accordingly, the DoCA was effectuated on 28 March 2012, and at the same time the Company was removed from external administration. In addition, the previous Directors have been replaced with the current Board of Directors, and the Company has changed its name to Prospect Resources Limited.

were issued to parties nominated by the Syndicate at an issue price of $0.000025 per Option to raise $1,500.

Subject to the successful raising of the required funds under this Prospectus, and on satisfaction of certain other conditions as outlined in the ‘Important Information’ Section of this Prospectus (which the Company considers to be standard), ASX has advised the Company that it is likely that the suspension of trading on the Company’s Shares will be lifted.

5.3 Future Exploration Activities of the Company

The Company intends to continue minerals exploration over its existing fully and partly owned Exploration Licenses and those licenses the subject of mining access agreements ( Northampton Project ). This contiguous project area of approximately 900km[2] is surrounding the town of Northampton, Western Australia. All the licences are accessible via a network of public and private roads. Historical reports and production figures indicate over 100 historical base metal workings within the Northampton mineral field.

The following is a map of Northampton Project area:

==> picture [297 x 710] intentionally omitted <==

The Northampton Project is prospective for lead, zinc and copper mineralisation of similar style to past producers. Previous exploration has focused on the outcropping veins and breccias, however other styles of mineralisation (including other metals such as iron ore) may be present under shallow cover.

The Company’s lead prospect is the historical Mary Springs Mine. As announced to the market on 25 October 2010, the Mary Springs project hosts a JORC compliant Indicated and Inferred Mineral Resource of 394,419 tonnes @ 6.5% Pb for approximately 25,637 tonnes of contained lead metal. The resource is open in all directions.

The Company is currently proposing to undertake exploration activities initially based on the work program designed by the Company’s independent geological consultants Jemda Pty Ltd as outlined below:

Complete the digital data compilation of all available historic exploration and mining data;
Planning a reconnaissance-sampling program seeking other metals such as iron ore and other new base metal discoveries;
The acquisition and interpretation of available geophysical data; and
Stream sediment sampling across the entire tenement package to occlude nonprospective areas and hence reduce holding costs.

It is the Company’s intention to meet, at least, the minimum expenditure requirements of the prospective tenements to maintain them in good standing.

5.4 Other opportunities

In addition to the above, the Board will actively consider the acquisition and development of any other investments, both within the resources industry as well as in unrelated market segments, as identified by the Company and subject always to compliance with the ASX Listing Rules and the Corporations Act.

The Company intends to maintain an active program of identifying additional projects that are in line with the Company’s strategy and that complement the existing tenement portfolio of the Company.

Shareholders need to be aware that the expansion of the business activities of the Company will take time and there is no certainty that the Company’s activities will be successful.

It should also be noted that by pursuing any new opportunity, the Company may be required by ASX to re-comply with Chapters 1 and 2 of the ASX Listing Rules. This will depend on the transaction, which would also require Shareholder approval.

6. CORPORATE GOVERNANCE

6.1 The Board of Directors

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and/or asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in Board discussions on a fullyinformed basis.

6.2 Composition of the Board

Election of Board members is substantially the province of Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers (if required), has been committed to by the Board.

6.3 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

6.4 Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process. There are currently no executive Directors.

The total maximum remuneration of non-executive Directors is currently set at $500,000. Any increases will be the subject of a Shareholder resolution in accordance with clause 13.7 of the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum amount will be made by the Board, having regard to the inputs and value to the Company of the respective contributions by each non-executive Director.

The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

6.5 External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

6.6 Audit committee

The Company does not have a separately constituted audit committee.

6.7 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

6.8 Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

7. RIGHTS ATTACHING TO SECURITIES

The following is a summary of the more significant rights attaching to the Securities. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Securityholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Securities are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

7.1 Terms of Shares

General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by them, or in respect of which they are appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid Shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the Share.

Dividend rights

The Board may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a Share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Board as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.

The Board may from time to time grant to Shareholders or any class of Shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any shares of the Company, that holders of such shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the

Directors, for any purpose for which the profits of the Company may be properly applied.

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

Future increase in capital

The allotment and issue of any new Shares is under the control of the Board. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing Share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

Variation of rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of at least three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

8. INVESTMENT RISKS

8.1 General Overview

The Securities offered under this Prospectus should be considered speculative. The future profitability of the Company will be dependent on the successful commercial exploitation of its business and operations.

Whilst the Directors recommend the Offer, there are numerous risk factors involved. The following is a summary of some of the material matters to be considered. However, this summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for the Securities.

Factors which may affect the Company’s financial position, prospects and the price of its listed securities include the specific risk factors and the general risk factors set out below.

The principal activities of the Company to date have been limited. Consequently, there is a limited operating history upon which to base an assumption that the Company will be able to successfully implement its business plans and may not achieve its business goals. No representation is or can be made as to the future performance of the Company and there is no assurance that the Company will realise its aims.

8.2 Specific risks

8.2.1 Financial Reporting and AGM breaches

The Company was under administration from 1 July 2011 to 28 March 2012.

As at the date of this Prospectus:

(a) the Company has not lodged financial accounts for:
(i) the 6 month periods ended 31 December 2010 and 31 December 2011; and
(ii) the financial year ended 30 June 2011; and
(b) the Company has failed to hold its Annual General Meeting for 2011.

The Company’s auditors are currently in the process of auditing the financial statements for the period referred to in paragraph (a)(ii) above and reviewing the half year financial statements for the periods referred to in paragraph (a)(i) above and accordingly, these accounts will be available for release to the market shortly thereafter. The directors were not able to obtain all the books and records of the company for the period prior to their appointment and have prepared the financial statements in paragraphs (a)(i) and (a)(ii) above based on the information made available to them at the time of preparation of the financial statements. Accordingly it is expected that the audit and reviews in relation to these financial statements will result in a disclaimer of opinion and disclaimer conclusions. The Company cannot guarantee that ASIC will not take enforcement action against the Company in respect of the past breaches outlined above.

8.2.2 Control

The Securities to be placed to Directors and key Syndicate members (including any of their related party nominees) pursuant to the Offer will constitute up to approximately 31.1% of the Company’s fully diluted capital (assuming the Offer is fully subscribed). There will therefore be a concentration of ownership of the Company among the members of the Syndicate (and their nominees), their associates and the other parties who are invited to participate in the Offer (not all of whom will be related parties of the Syndicate members). Some investors may consider that this increases the risk of

participating in the Offer as external investors not related to or associated with the Syndicate will only control approximately 68.9% of the Company.

This should not be taken as a representation that the members of the Syndicate and their nominees act in concert with one another; would be likely to exercise their voting rights as Shareholders in the same manner; or that the Syndicate members and their nominees as a whole are associated parties .

8.2.3 Expenditure Risks

The outcome of exploration programs (including as briefly outlined in this Prospectus) will affect the future performance of the Company and the value of its Securities. There will be no revenue from the Company’s projects until a mine is approved and developed through to production. Mine development requires detailed budgeting based on a feasibility study to enable estimates of mine development expenditure. These estimates may vary and cause delays in development and changes in development plans. There are long lead times required in the purchase of mining equipment which leads to market risk between ordering and purchase. In the event that any project does not offer returns sufficient to increase the value of the Company, a business decision might be made that the project is not worthy of further development and that it should be written off.

8.2.4 Joint Venture Risk and Other Third Party Risks

The Company may wish to operate certain projects with third parties through joint ventures. The Directors are unable to predict the risk of:

(a) financial failure or default by a participant in any joint venture to which the Company may become a party; or
(b) insolvency or other managerial failure by any of the operators and contractors used by the Company in its exploration activities; or
(c) insolvency or other managerial failure by any of the other service providers used by the Company or its operators for any activity.

8.2.5 Development and Mining

Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineral resources, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

In the event that the Company commences production, its operations may be disrupted by a variety of risks and/or hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions and other accidents. No assurances can be given that the Company will achieve commercial viability through the development and/or mining of its projects.

8.2.6 Operating Risks

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including:

(a) geological conditions;
(b) limitations on activities due to seasonal weather patterns and cyclone activity;
(c) alternations to programs and budgets;
(d) unanticipated operational and technical difficulties encountered in geophysical surveys, drilling and production activities;
(e) mechanical failure of operating plant and equipment; adverse weather conditions, industrial and environmental accidents, acts of terrorism or political or civil unrest and other force majeure events;
(f) industrial action, disputes or disruptions;
(g) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;
(h) shortages or unavailability of manpower or appropriately skilled manpower;
(i) unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment; and
(j) prevention or restriction of access by reason of political unrest, outbreak of hostilities, and inability to obtain consents or approvals.

8.2.7 Title

The exploration licences comprising some of the tenements which the Company holds or in which it has an interest may be the subject of applications for extension in the future.

If a tenement is not extended, the Company may suffer significant damage through loss of the opportunity to discover and/or develop any mineral resources on that tenement.

In addition, the Company cannot guarantee that those tenements that are applications for tenements will ultimately be granted in whole or in part.

8.2.8 Early stage of development

The tenements of the Company are at various stages of exploration and potential investors should understand that mineral exploration and development are high risk undertakings.

The Company’s mineral projects are at an early stage of development, and although work to date allows some of the exploration to be classified as “JORC Inferred Resource”, it does not have other economic resources that could be classified for the purposes of a regulatory or stock exchange code. Hence, the Securities offered by this Prospectus are deemed speculative. There can be no assurance that all of exploration of the project areas, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

8.2.9 General, Economic and Political Conditions

The value of the Company’s Securities is likely to fluctuate depending on various factors including, but not limited to: (a) inflation, (b) interest rates, (c) domestic and international economic growth, (d) changes to taxation legislation, interpretation and policies, (e) legislative change, (f) political instability, (g) disasters, (h) industrial disputes, (i) social unrest, (j) war on a local or global scale, (k) mining industry conditions, (l) stock market

conditions in Australia and elsewhere, (m) changes in investor sentiment towards particular market sectors, (n) acts of God, and (o) acts of terrorism.

Furthermore, general economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s development and future activities, as well as on its ability to fund those activities.

8.2.10 Regulatory Risk

The Company will need to obtain regulatory approvals and licences to undertake its operations in Australia (or in any other country that the Company may operate) and to maintain and renew tenure of its tenements through regulatory compliances. There is no guarantee that such approvals and licences will be granted or such regulatory compliances accepted. In addition, various conditions may be imposed on existing tenements and the grant of such regulatory approvals and licences which may impact on the tenure or the cost or the ability to mine the tenements.

There can be no assurance against social and economic uncertainty and no assurance that the regulatory requirements will not change, which may impact the Company’s operations. These changes may include, but are not limited to, foreign ownership of licences, taxation and royalties and land access. Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company's capacity to carry out its operations may be affected by changes in government policy, which are beyond the Company’s control.

The Company’s tenements currently located in Australia are subject to the legislative requirements of Western Australia with respect to the processes for application, grant, conversion and renewal. The tenements are also subject to conditions, the payment of annual rent and the meeting of minimum annual expenditure commitments. There is no guarantee that any applications, conversions or renewals for the Company’s tenements will be granted. The inability of the Company to meet conditions, rent and expenditure requirements may adversely affect the standing of its tenements and the Company could lose title or interest in its tenements.

8.2.11 Native Title and Aboriginal Heritage - Aboriginal Sites of Significance

The Company’s activities in Australia are subject to the Native Title Act 1993 (Cth) ( the Native Title Act ) and its interpretation. The Native Title Act legally recognises the title rights of indigenous Australians over areas where those rights have not been lawfully extinguished. State and Commonwealth native title legislation regulates the recognition, application and protection of native title. Native title may affect the status, renewal and conversion of existing tenements and the granting of new tenements. Indigenous land use agreements, including terms of compensation, heritage survey and protection agreements or other agreement types may need to be negotiated with affected parties.

The Native Title Act prescribes procedures applicable to the grant of tenements which apply even in the case of, for instance, a granted exploration licence being “converted” to a mining lease. Compensation may become payable in respect of any impact which the grant of any tenements or other activities has on native title. A tenement holder may be liable for the payment of compensation for the effect of mining and exploration activities on any native title rights and interests that exist in the area covered by a tenement. Compensation may be payable in forms other than money, including the transfer of property and the provision of goods and services. It is not currently possible to assess whether compensation will be payable to native title holders in relation to any of the tenements held by the Company, but such compensation could be significant.

There may be sites and objects of significance to indigenous Australians located on the land relating to the Company’s tenements. State and Commonwealth Aboriginal heritage legislation aims to preserve and protect these sites and objects from use in a manner inconsistent with Aboriginal tradition. The Company proposes carrying out ‘clearance surveys’ before conducting any exploration work that would disturb the surface of the

land. The Company’s tenements may contain some such sites of significance, which would need to be avoided or cause delays. It is possible that areas containing mineralisation or an economic resource may also contain sacred sites, in which case they may remain unexploited. Accordingly, access agreements may need to be negotiated with affected parties.

Native title, Aboriginal heritage or other indigenous matters are matters of substantial risk (giving rise to the threat that certain tenements may not be granted, access to certain tenements may be denied or delayed, in addition to potentially significant cost exposure in respect of things such as negotiations, surveys, incentive payments and compensation) as the legislative framework provides frequently uncertain routes to the endeavour by both stakeholders (being, explorers/miners and indigenous peoples) to attain certainty.

It is not possible to quantify the financial or other impact native title and Aboriginal heritage will have upon the Company as, amongst other things, the processes involved with:

(a) identifying all indigenous peoples with a relevant interest;
(b) registering an indigenous land use agreement;
(c) obtaining access to land without infringing the provisions of the Aboriginal Heritage Act;

are open ended, can involve substantial delay and cost and there can be no certainty as to the outcome, with it being possible for projects to be entirely frustrated.

This could be the case, for instance, even in circumstances where:

(a) a native title party consents to the grant of an exploration licence and assists the exploration endeavour thereon (and the discovery of an otherwise economic deposit);
(b) the Company, in order to exploit that discovery, applies for a mining lease (or other required approval, consent, authority etc) but such grant, approval, consent or authority is not forthcoming by reason of an objection by the same or another native title party;
(c) the Native Title Act may have an effect on the tenements (or future tenements) held by the Company. Delays may be experienced if evidence of native occupation or heritage exists on any land to which the Company requires access. When exercising a right or permission for access to any land, the Company is required to act so as not to disturb physical evidence of human occupation or prehistoric or historic significance without specific statutory permission.

8.2.12 Freehold Access

Within Australia, the interests of holders of freehold land encroached by the tenements are given special recognition by state specific mining legislation. As a general proposition, a tenement holder must obtain the consent of the owner of freehold land before conducting operations on the freehold land. If any portions of the tenements of the Company encroach freehold land, there can be no assurance that the Company will secure rights to access those portions of the tenements. However, the grant of freehold extinguishes native title so wherever the tenements encroach freehold land (if at all), the Company is in the position of not being affected by the Native Title Act, albeit aboriginal heritage matters will still be of concern. Furthermore, the Company is a party to a number of Mining Access Agreements to QVCGs that gives the grantor the ability to terminate in July 2012 and which might not subsequently be renegotiated.

8.2.13 New Board

The Company has recently appointed a new board of Directors with varied expertise in the industry in which the Company operates. It may therefore be important that the Company attracts additional personnel to ensure it can appropriately develop the Company’s business moving forward.

8.3 General risks

8.3.1 Commodity and Currency Price Volatility

Commodity prices inherently fluctuate and are affected by numerous factors beyond the control of the Company, including global and regional demand for, and supply of, a particular commodity, forward selling by producers and the level of production costs in major commodity-producing regions. Commodity prices are also affected by macroeconomic factors such as expectations regarding inflation and interest rates. Commodities are principally sold throughout the world in US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian and US dollars, and/or adverse movements in commodity prices, could have a materially adverse affect on the Company’s financial position and performance. The Company may undertake measures deemed necessary by the Board to mitigate such risks.

Exchange rate movements between the Australian dollar and the US dollar and/or other currencies respectively may increase the Company’s expenses, as exploration costs may be denominated in other currencies.

8.3.2 Commodity Markets and Prices

If exploration is successful and results in commodity production, the marketability of that commodity depends on the requirements and demands of the international marketplace. The Company may not be able to negotiate profitable off-take agreements or customers may default on their contractual obligations such as non-payment or failure to take delivery of contracted volumes. Depressed commodity prices would affect the Company’s business. Future revenues, operating results, profitability, future rates of growth and the carrying value of any properties held depend heavily on prevailing market prices for commodities. Various factors beyond the control of the Company will affect commodity prices.

8.3.3 Resource Estimates

Resource estimates are expressions of judgment only based on knowledge, experience and industry practice. Often these estimates are appropriate when made but may change significantly when new information becomes available. There are risks associated with such estimates, including that resources mined may be of a different quality, tonnage or strip ratio from the estimates. Resource estimates are necessarily imprecise and depend, to some extent, on interpretations which may ultimately prove to be inaccurate and require adjustment. Adjustments to mineral resource estimates could affect the Company’s development and mining plans.

8.3.4 Environment

The Company’s projects are subject to Australian State and Commonwealth laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials as well as the applicable laws and regulations in Western Australia. As with all exploration and mining projects, the Company’s projects are expected to have a variety of environmental impacts. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws and regulations.

8.3.5 Clean up Concerns

In relation to the Company's planned programs, issues could arise from time to time with respect to abandonment costs, consequential clean up costs, environmental concerns and other liabilities. In most of these instances, the Company could become subject to liability if, for example, there is environmental pollution or damage from exploration activities and there are consequential clean up costs at a later point in time. It is not possible to quantify any such contingent liability and, whilst no guarantee can be given, the Company has received no claims or advices which would suggest that there is any particular exposure in relation to any of its present interests.

8.3.6 Liquidity and Realisation Risks

There can be no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. Moreover, there may be relatively few buyers or a relatively high number of sellers of the Company’s Shares on the ASX at any given time, which may increase not only the volatility of the market price of the Shares but also the prevailing market price at which Shareholders can sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less than the price paid for their Shares.

8.3.7 Loss of Key Personnel

The Company is dependent on the Directors and technical consultants of the Company to undertake the business of the Company and implement its exploration and development programs. If any Directors or technical consultants were to leave, the Company may not be able to find suitable replacements. Consequently, the exploration and development programs could be affected by the lack of suitable persons. The loss

of such key personnel could have the potential to have a detrimental impact on the Company until the skills that are lost are adequately replaced.

8.3.8 Insurance Risk

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with resource exploration, development and production is not always available and where available the costs can be prohibitive.

8.3.9 Market Conditions and Security Investments

The market price of securities can fall and may be subject to varied and unpredictable influences on the market for equities. Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the Securities regardless of the Company’s performance. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

8.3.10 Future Capital Requirements

The Company’s ongoing activities will require substantial expenditure. There can be no guarantee that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company’s overall business strategy. If the Company is unable to continue to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Securityholders and any debt financing if available may involve restrictive covenants, which may limit the Company’s operations and business strategy.

The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

8.3.11 Other Projects

The Company may look to complete other investments and acquisitions in the future, the details of which are not known at the date of this Prospectus. Those acquisitions and investments will carry their own set of risks.

8.4 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

9. ADDITIONAL INFORMATION

9.1 Material Contracts

(a) Syndicate loan

The Syndicate has advanced a total of $950,000 to the Company as an unsecured, interest-free loan. The loan funds have been applied by the Company in satisfaction of the terms of the DoCA, in particular the requirement to pay $950,000 to the Deed Administrators for the purposes of satisfying creditors’ claims under the Creditors’ Trust Deed. In addition, Jonathan Pager has expense reimbursements outstanding which form part of the estimated expenses of the proposal and offer per Section 9.7.

The loan may either be repaid by the Company in full or, at the Syndicate’s election, the Company may satisfy some or all of the repayment obligation by applying loan proceeds towards valid applications received from the Syndicate members (and their nominees) for Securities. To the extent not applied towards applications for Securities in the Company, the loan funds are repayable when the Company has adequate surplus funds.

In accordance with Shareholder approval received at the Meeting on 14 May 2012, the Company issued and allotted 100,000,000 Shares at an issue price of $0.0025 per Share and 60,000,000 Options at an issue price of $0.000025 per Option to raise $251,500. The Syndicate elected to apply $73,074 against the Syndicate loan, leaving $876,926 payable.

(b) Mining Access Agreements

As at the date of this Prospectus, the Company is party to the following mining access agreements ( the Mining Access Agreements ) in relation to the QVCG’s which provide the Company with the exclusive right and licence to carry out exploration and mining operations on each respective QVCG:

(i) Mining Access Agreement dated 13 July 2007 with Dennis Vivian Simpson and Margaret Elizabeth Simpson in relation to QVCG (Lots 1 and 2);
(ii) Mining Access Agreement dated 13 July 2007 with A.J., E.M. and S.J. Mitchell Pty Ltd in relation to QVCG 312 and QVCG 32;
(iii) Mining Access Agreement dated 11 July 2007 with Coolooloo Nominees Pty Ltd in relation to QVCG 334;
(iv) Mining Access Agreement dated 18 July 2007 with Kevin Andrew Johnson in relation to QVCG 437; and
(v) Mining Access Agreement dated 19 July 2007 with Philip Anthony Johnson in relation to QVCG 2647.

The Mining Access Agreements each terminate on the date that the Company advises the respective grantor(s) that mining operations are not feasible or that mining operations have ceased and the mining area has been rehabilitated or on that date which is 25 years from the date of each Mining Access Agreement (whichever the earlier).

If mining operations have not commenced by the fifth anniversary of the date of each Mining Access Agreement (and the fourth anniversary for QVCG1472), the grantor(s) has the right, at its sole discretion, to terminate the respective Mining Access Agreement. Hence, given mining operations have not yet commenced on the QVCGs, the grantor(s) of the above Mining Access Agreements will have the right to terminate the respective Mining Access Agreements in July this year. However, should any Mining

Access Agreement be terminated in accordance with this right, the Company has the first right of refusal to renegotiate a further mining access agreement.

Post re-listing, the new Board intends to assess the prospectivity of each of the Mining Access Agreements to the QVCGs and may subsequently enter into discussions and/or negotiations with the grantors of the QVCGs to extend the Mining Access Agreements for a further period.

9.2 Important Disclosures

(a) Termination of Mining Access Agreement in relation to QVCG 1472

The Company advises that the Mining Access Agreement dated 14 July 2007 with William Robert John Patrick and Gordon Robert Patrick in relation to QVCG 1472 was terminated by William Robert John Patrick and Gordon Robert Patrick on 14 July 2011.

The Company has the first right of refusal to renegotiate a further mining access agreement in relation to QVCG 1472.

(b) Pending Tenements - E66/80 and E66/81

The status of both E66/80 and E66/81 are pending.

The Company is scheduled to attend a status conference with the National Native Title Tribunal and various native title party claimants on 13 June 2012. Compliance dates have been vacated.

The Company advises that the following objections are currently before the National Native Title Tribunal:

Tribunal Objection Number	Native Title Party	Tenement Number
WO11/904	Amangu	E66/80
WO11/905	Amangu	E66/81
WO11/911	Hutt River	E66/80
WO11/912	Hutt River	E66/81
WO11/913	Naaguja	E66/80
WO11/914	Naaguja	E66/81
WO11/968	Mullawa Wadjari	E66/80
WO11/969	Mullawa Wadjari	E66/81

Post re-listing, the Board will determine whether it is worth proceeding with these two pending tenements, or whether they should be relinquished.

(c) Warri Association Inc. Land Access & Compensation Agreement

The Company has been advised by representatives acting for the Warri Association Inc that the land access and compensation agreement entered into between Warri Association Inc. and the Company in relation to a very small portion of the tenement E66/64 was terminated as at 12 July 2010.

9.3 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the

Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities. The Shares that will be issued pursuant to this Prospectus will be in the same class of Shares that have been quoted on the official list of ASX during the 12 months prior to the issue of this Prospectus.

In general terms “transaction specific prospectuses” are only required to contain information in relation to the effect of the issue of Securities on the Company and the rights attaching to the Securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Other than as set out below, and having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

The Company’s Shares have been suspended from trading on the ASX since 21 February 2011 and the Company was under administration between 1 July 2011 and 28 March 2012.

As at the date of this Prospectus:

(a) the Company has not lodged financial accounts for:
(i) the 6 month periods ended 31 December 2010 and 31 December 2011; and
(ii) the financial year ended 30 June 2011; and
(b) the Company has failed to hold its Annual General Meeting for 2011.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

(i) the annual financial report most recently lodged by the Company with ASIC;
(ii) any half year financial report lodged with ASIC by the Company after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC; and
(iii) any documents used to notify ASX of information relating to the Company during that period in accordance with the ASX Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

For details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report refer to the table set out below.

Date Description of Announcement

15/05/2012
Placement of Shares and Options
15/05/2012
Appendix 3B
17/04/2012
Company Secretary Appointment
16/04/2012
ASX Waiver Confirmation
29/03/2012
Termination of DOCA
28/02/2012
Results of Meeting
24/01/2012
Notice of Extraordinary General Meeting/Proxy Form
24/01/2012
Shareholder Update
09/01/2012
Initial Directors Interest Notice 09/01/2012 Initial Directors Interest Notice
09/01/2012
Initial Directors Interest Notice 04/01/2012 Deed of Company Arrangement 28/11/2011 Company Update 08/11/2011 Meeting of Creditors 27/10/2011 Company Update - Administrators Appointed 27/09/2011 Notice pursuant to Section 447A 29/07/2011 Company Update - Meeting of Creditors 06/07/2011 Notice of First Meeting of Creditors 04/07/2011 Appointment of Administrator 04/07/2011 Director Resignation 29/06/2011 Director Appointment/Resignation 27/06/2011 Resignation of Chairman 17/06/2011 Response to ASX Query Letter 12/05/2011 Sale of Ore 11/05/2011 Response to ASX Query - Appendix 5B 03/05/2011 Director Appointment/Resignation 03/05/2011 Quarterly Cashflow Report 03/05/2011 Quarterly Activities Report 04/04/2011 Clarification of suspension 24/03/2011 Mary Springs Update 22/03/2011 Additional Zambian Leases 17/03/2011 Leases update 01/03/2011 Clarification of suspension 21/02/2011 Suspension from Official Quotation 17/02/2011 Trading Halt 16/02/2011 Update - Kafwa Manganese Project 14/02/2011 Companys Request for Trading Halt
14/02/2011
Trading Halt
01/02/2011
Response to ASX Price and Volume Query
01/02/2011
Quarterly Cashflow Report amended
31/01/2011
Quarterly Cashflow Report
31/01/2011
Quarterly Activities Report
05/01/2011
Change of Director`s Interest Notice

Date	Description of Announcement
15/05/2012 Placement of Shares and Options 15/05/2012 Appendix 3B 17/04/2012 Company Secretary Appointment 16/04/2012 ASX Waiver Confirmation 29/03/2012 Termination of DOCA 28/02/2012 Results of Meeting 24/01/2012 Notice of Extraordinary General Meeting/Proxy Form 24/01/2012 Shareholder Update 09/01/2012 Initial Director`s Interest Notice<br>09/01/2012<br>Initial Director`s Interest Notice 09/01/2012 Initial Directors Interest Notice<br>04/01/2012<br>Deed of Company Arrangement<br>28/11/2011<br>Company Update<br>08/11/2011<br>Meeting of Creditors<br>27/10/2011<br>Company Update - Administrators Appointed<br>27/09/2011<br>Notice pursuant to Section 447A<br>29/07/2011<br>Company Update - Meeting of Creditors<br>06/07/2011<br>Notice of First Meeting of Creditors<br>04/07/2011<br>Appointment of Administrator<br>04/07/2011<br>Director Resignation<br>29/06/2011<br>Director Appointment/Resignation<br>27/06/2011<br>Resignation of Chairman<br>17/06/2011<br>Response to ASX Query Letter<br>12/05/2011<br>Sale of Ore<br>11/05/2011<br>Response to ASX Query - Appendix 5B<br>03/05/2011<br>Director Appointment/Resignation<br>03/05/2011<br>Quarterly Cashflow Report<br>03/05/2011<br>Quarterly Activities Report<br>04/04/2011<br>Clarification of suspension<br>24/03/2011<br>Mary Springs Update<br>22/03/2011<br>Additional Zambian Leases<br>17/03/2011<br>Leases update<br>01/03/2011<br>Clarification of suspension<br>21/02/2011<br>Suspension from Official Quotation<br>17/02/2011<br>Trading Halt<br>16/02/2011<br>Update - Kafwa Manganese Project<br>14/02/2011<br>Companys Request for Trading Halt 14/02/2011 Trading Halt 01/02/2011 Response to ASX Price and Volume Query 01/02/2011 Quarterly Cashflow Report amended 31/01/2011 Quarterly Cashflow Report 31/01/2011 Quarterly Activities Report 05/01/2011 Change of Director`s Interest Notice

31/12/2010 Mary Springs - update 22/12/2010 Mary Springs Update 16/12/2010 Share trading policy 16/12/2010 Appendix 3Y 09/12/2010 Appendix 3B 08/12/2010 Clarification Geologists presentation part a 07/12/2010 Clarification of previous release 03/12/2010 Geologists presentation - part b of two parts 03/12/2010 Geologists presentation - part a 01/12/2010 Managing Dirs AGM Presentation 01/12/2010 AGM Presentation 01/12/2010 Chairmans Address to Shareholders 30/11/2010 Results of Meeting 30/11/2010 Company Secretary Appointment/Resignation 26/11/2010 Becoming a substantial holder 25/11/2010 Section 708 notice 25/11/2010 Appendix 3B 24/11/2010 Corrected Appendix 3X 24/11/2010 Corrected Appendix 3X 16/11/2010 Share placement 10/11/2010 Release from escrow 08/11/2010 Appendix 3X and 3Y 04/11/2010 Resignation of Company Secretary 03/11/2010 Indonesia Project Update 03/11/2010 Ethan Receives Formal Consent 29/10/2010 Ethan Kampumba Manganese Mining Leases 29/10/2010 Quarterly Activities and Cashflow Report 28/10/2010 Notice of Annual General Meeting/Proxy Form 28/10/2010 Ethan Commences Due Diligence on Gunung Mas 27/10/2010 Ethan Commissions Work Proposal for Mary Spings 27/10/2010 Zambian Manganese Project Update 25/10/2010 Mary Springs Project Update 22/10/2010 Highly Prospective Mining Leases Granted 18/10/2010 Final Directors Interest Notice 18/10/2010 Initial Director`s Interest Notice 14/10/2010 Board Changes 13/10/2010 Ethan Signs Agreement for 100% of Kafwa

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal business hours.

9.4 Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with ASIC.

Whittens Lawyers and Consultants have given their written consent to being named as solicitors to the Company and have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.

Deloitte Touche Tohmatsu have given their written consent to being named as auditors to the Company and have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.

Security Transfer Registrars Pty Ltd have given their written consent to being named as share registry to the Company and have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.

None of the entities referred to in this Section 9.4 have authorised or caused the issue of this Prospectus and do not accept any liability to any persons in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

9.5 Directors’ interests

Other than as set out below or elsewhere in this Prospectus, no Director (or proposed Director) nor any organisation in which such a Director or proposed Director is a partner or director, has or had within 2 years before the lodgement of this Prospectus with ASIC, any interest in:

(a) the promotion or formation of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of Securities pursuant to this Prospectus; or
(c) the offer of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or proposed Director or to any organisation in which any such Director or proposed Director is a partner or director, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the Company.

The Directors’ interests at the date of this Prospectus are as set out below:

Director	Shares	Options	Remuneration ($)4
Hugh Warner1	29,000,000	16,000,000	60,000
Jonathan Pager2	5,433,333	6,000,000	60,000
Michael Pollak3	21,000,000	11,000,000	60,000

Notes:

1 At the Meeting, Mr Warner received Shareholder approval for either himself or his nominees to subscribe for up to 32,000,000 Shares at $0.0025 per Share and up to 18,000,000 Options at $0.000025 per Option and up to 40,000,000 Shares at $0.01 per Share under the Placement. Further details of Mr Warner’s anticipated participation in the Offer is set out in the ‘Important Information’ Section at the front of this Prospectus. On 14 May 2012, parties associated with Mr Warner subscribed for 29,000,000 Shares at $0.0025 per Share and 16,000,000 Options at $0.000025 per Option.

2 At the Meeting, Mr Pager received Shareholder approval for either himself or his nominees to subscribe for up to 32,000,000 Shares at $0.0025 per Share and up to 18,000,000 Options at $0.000025 per Option and up to 25,000,000 Shares at $0.01 per Share under the Placement. Further details of Mr Pager’s anticipated participation in the Offer is set out in the ‘Important Information’ Section at the front of this Prospectus. On 14 May 2012, parties associated with Mr Pager subscribed for 5,433,333 Shares at $0.0025 per Share and 6,000,000 Options at $0.000025 per Option.

3 At the Meeting, Mr Pollak received Shareholder approval for either himself or his nominees to subscribe for up to 32,000,000 Shares at $0.0025 per Share and up to 18,000,000 Options at $0.000025 per Option and up to 25,000,000 Shares at $0.01 per Share under the Placement. Further details of Mr Pollak’s anticipated participation in the Offer is set out in the ‘Important Information’ Section at the front of this Prospectus. On 14 May 2012, parties associated with Mr Pollak subscribed for 21,000,000 Shares at $0.0025 per Share and 11,000,000 Options at $0.000025 per Option.

4 No remuneration has been paid to the Directors to date, however, subject to the reinstatement of the Company’s Shares to Official Quotation on the ASX, the remuneration which the Company has agreed to pay to each of the Directors for the year ending 30 June 2012, from the time of their appointment is as set out in this table. In addition to the fees payable as set out in this table, Jonathan Pager, Michael Pollak and Hugh Warner will be reimbursed (either in cash or by way of subscription for Shares pursuant to this Prospectus) approximately $876,926 in aggregate, being the total amount the Directors contributed to the Syndicate loan described in Section 9.1 above.

9.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no expert nor any organisation in which such expert has an interest, has or had within 2 years before the lodgement of this Prospectus with ASIC, any interest in:

(a) the promotion or formation of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of Securities pursuant to this Prospectus; or
(c) the offer of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert or to any firm in which any such expert is a partner, either to induce them to become, or to qualify them as, an expert or otherwise for services rendered by them or by the firm in connection with the promotion or formation of the Company.

Whittens Lawyers and Consultants acted as solicitors to the Company. Whittens Lawyers and Consultants will be paid approximately $25,000 plus GST and disbursements for services provided in relation to the Proposal and this Prospectus.

9.7 Estimated expenses of the Proposal and the Offer

The estimated expenses of the Proposal and the Offer are as follows:

Expenses (excl GST)	$
ASX and ASIC fees	$10,000
Legal, audit and accountingexpenses	$75,000
Broker commissions	$50,000
Printing, and miscellaneous	$25,000
Total	$160,000

9.8 Market price of Shares

The Company’s Securities were suspended from trading on 21 February 2011 and currently remains in suspension. The last closing price of Shares on ASX was $0.145 on 16 February 2011.

9.9 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

10. DIRECTORS’ CONSENT

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented in writing to the lodgement of this Prospectus with ASIC.

_____ HUGH WARNER CHAIRMAN PROSPECT RESOURCES LIMITED

11. DEFINITIONS

ACN means Australian Company Number.

Administrators mean Bradley Tonks and John Vouris of Lawler Partners, being the administrators appointed in relation to the Company under Part 5.3A of the Corporations Act.

AEDT means Australian Eastern Daylight Savings Time.

Applicant means an investor that applies for Securities using an Application Form pursuant to this Prospectus.

Application Form means the Placement Application Form which accompanies this Prospectus

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

The ASX Listing Rules means the official listing rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the closing date for receipt of Application Forms under this Prospectus as set out in Section 2.1.

Company means Prospect Resources Limited (ACN 124 354 329) (previously Ethan Minerals Limited) of Suite 6, 245 Churchill Avenue, Subiaco, WA 6008.

Constitution means the Company’s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Creditors Trust means the trust established pursuant to the Creditors’ Trust Deed for the purposes of satisfying approved creditor claims.

Creditors Trust Deed means the Creditors Trust Deed entered into by the Company on 28 March 2012.

Deed Administrators mean Bradley Tonks and John Vouris of Lawler Partners.

Deloitte Touche Tohmatsu means Deloitte Touche Tohmatsu of Woodside Plaza, Level 14, 240 St Georges Terrace, PERTH WA 6000

Directors mean directors of the Company at the date of this Prospectus.

DoCA means the Deed of Company Arrangement entered into by the Company on 25 November 2011 in order to effect the terms of the Proposal, which was effectuated on 28 March 2012.

Dollar or “ $ ” means Australian dollars.

Duketon Consolidated Pty Ltd means Duketon Consolidated Pty Ltd (ACN 103 340 496) C/- Western Tenement Services, PO Box 428, Greenwood, WA 6924.

Jason Stanley Macdonald means Jason Stanley Macdonald of 52 Challenger Parade, City Beach. WA 6015.

Jemda Pty Ltd means Jemda Pty Ltd (ACN 139 342 859) of 20 Meelup Way, Ridgewood, WA, 6030.

The Meeting means the Extraordinary General Meeting of Shareholders held on 28 February 2012 in relation to the Proposal.

The Mining Access Agreements refer to the mining access agreements between the Company and each grantor(s) as outlined in Section 9.1(b) of this Prospectus.

The Native Title Act means the Native Title Act 1993 (Cth) as amended or replaced from time to time.

Offer means the Offer of Securities pursuant to this Prospectus as outlined in this Prospectus.

Official Quotation means official quotation on ASX.

Opening Date means the opening date for receipt of Application Forms under this Prospectus, as set out in Section 2.1.

Option means an option to acquire a Share.

Pager Partners means Pager Partners Corporate Advisory Pty Ltd (ACN 123 845 401) as trustee for The Pager Partners Investment Trust.

Proposal means the proposal by Pager Partners to recapitalise and restructure the Company on the terms summarised in this Prospectus.

Prospectus means this prospectus dated 15 May 2012.

The QVCG’s mean the Queen Victoria Crown Grant’s held by the Company and described in Section 5.1 of this Prospectus.

The Placement means the offer of 190,000,000 Shares at $0.01 per Share as described in Section 2 of this Prospectus.

The Placement Shares means the 190,000,000 Shares to be issued by the Company at an issue price of $0.01 per Share under the Placement.

Placement Application Form means the application form attached to or accompanying this Prospectus relating to the Placement.

Securities mean Shares and Options or Shares or Options (as the context permits).

Securityholder means a person holding a Share and/or Option.

Share means a fully paid ordinary share in the capital of the Company.

Subsidiaries mean Allegra Mining Zambia Limited and PT Ethan Mining Celebes.

Syndicate means a syndicate of investors headed by Pager Partners as further described in the ‘Important Information’ Section of this Prospectus under the heading ‘Director and Syndicate interests in Securities’.

Whittens or Whittens Lawyers and Consultants means Whittens & McKeough Pty Limited (ACN 147 418 942) trading as Whittens Lawyers and Consultants of Level 5, 137-139 Bathurst Street, Sydney in the State of New South Wales.

PLACEMENT APPLICATION FORM

Prospect Resources Limited ACN 124 354 329

The Shares to which this application form ( Placement Application Form ) relates are fully paid ordinary shares ( Shares ) in the capital of Prospect Resources Limited ( the Company ). A prospectus containing information regarding investment in Shares was lodged with the Australian Securities and Investments Commission ( the Prospectus ). While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Placement Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Shares. A person who gives another person access to the Placement Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document. The Corporations Act prohibits any person from passing onto another person an application form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of the Prospectus.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

==> picture [520 x 344] intentionally omitted <==

----- Start of picture text -----

Full name (PLEASE PRINT)
Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or
Joint Applicant #3 or
Postal Address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post Code
ABN, Tax File Number or Exemption Applicant #2 Applicant #3
CHESS HIN or Existing SRN (where applicable)
Number of Placement Shares applied for Application Money enclosed at $0.01 per Placement Share
A$
----- End of picture text -----

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus.

PAYMENT BY EFT: Please deposit payment for Securities to “Prospect Resources Limited” BSB: 036406 / Acc: 190996. Please use shareholding name as a reference and forward a copy of the transmission with your Placement Application Form.

PAYMENT BY CHEQUE:

PAYMENT BY CHEQUE:	QUE:
Please enter cheque details: Drawer My/Our contact numbers in the case of inquiry Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . .	Drawer	Bank	BSB or Branch	Amount

		are: .	Fax ( ) . . . . . . . . .	. . . . . . . . . . . . . . . .

Cheques should be made payable to “Prospect Resources Limited ”, crossed “NOT NEGOTIABLE”.

Cheques (if applicable) and completed Placement Application Forms should be forwarded, to arrive no later than 5:00pm AEDT on the Closing Date (or such other date as is determined by the Directors) to the Company’s Registered Office:

Suite 6, 245 Churchill Avenue, Subiaco WA 6008

PO 1273, Subiaco WA 6904

GUIDE TO THE PLACEMENT APPLICATION FORM

If an Applicant has any questions on how to complete this Placement Application Form, please telephone the Company on (08) 9217 3300.

A. Application for Shares

The Placement Application Form must only be completed in accordance with instructions included in Prospectus.

B. Name of Applicant

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.

C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address

Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Placement Application Form.

F. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the Applicant is an existing Shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G EFT Details

Make EFTPOS payments to “ Prospect Resources Limited” using the Applicant’s shareholding name as a reference and forward a copy of the transmission with a Placement Application Form. The payment details are: BSB: 036406 and Acc: 190996. The amount paid should agree with the amount shown on the Placement Application Form.

H. Cheque Details

Make cheques payable to “Prospect Resources Limited” in Australian currency and cross them “Not Negotiable” . Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Placement Application Form.

I. Declaration
This Placement Application Form does not need to be signed. By lodging this Placement Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Placement Application Form or such lesser number as may be allocated by the Directors;
(2) agrees to be bound by the Constitution of the Company;
(3) authorises the directors of the Company to complete or amend this Placement Application Form where necessary to correct any errors or omissions;
(4) acknowledges that he/she has received a copy of the Prospectus attached to this Placement Application Form or a copy of the Placement Application Form before applying for the Shares; and
(5) acknowledges that he/she will not provide another person with this Placement Application Form unless it is attached to or accompanied by the Prospectus.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Placement Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Placement Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
IndividualUse given namesin full,notinitials	MrJohn Alfred Smith	JASmith
Company Use the company’sfulltitle,not abbreviations	ABCPtyLtd	ABCP/Lor ABC Co
Joint Holdings Usefulland completenames	Mr Peter Robert Williams & MsLouise Susan Williams	Peter Robert & Louise SWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

AI assistant

PROSPECT RESOURCES LIMITED — Capital/Financing Update 2012

65617_rns_2012-05-14_0f8db827-f87c-423d-a275-9c2d071ad44b.pdf

By E-Lodgement

ASX Code: PSC

PROSPECT RESOURCES LIMITED (ACN 124 354 329)

PROSPECTUS

TABLE OF CONTENTS

IM PORT ANT INFORM AT ION

Summary of the Offer

Summary of important dates*

Key Investment Risks

Risk

Further details

Directors

Mr Hugh Warner – Non-Executive Director and Chairman

Mr Jonathan Pager – Non-Executive Director

Mr Michael Pollak – Non-Executive Director

Notes:

ASX Reinstatement Conditions

IM PORT ANT N OTES

Electronic Prospectus

Application Forms

LETTER FROM THE BOARD

Dear Investor

The Proposal includes:

1. CORPORATE DIRECTORY

Directors

Share Registry*

Mr Hugh Warner

Legal Advisers

Registered Office

Auditor*

ASX Code

PSC

2. DETAILS OF THE OFFER

2.1 Summary of Offer

The Placement Details

2.2 Allotment

2.3 Minimum subscription

2.4

Market price of Shares

2.5

ASX listing

2.6 Restrictions on the distribution of the Prospectus

2.7 Clearing House Electronic Sub-register System (CHESS) and Issuer Sponsorship

2.8 Commissions on Application Forms

2.9 Taxation

2.10 Privacy Act

2.11 Enquiries

3. PURPOSE AND EFFECT OF THE OFFER

3.1 Purpose of the Offer

Notes:

3.2 Effect of the Offer and pro-forma consolidated statement of financial position

4. STATEMENT OF FINANCIAL POSITION AND PRO-FORMA CAPITAL STRUCTURE

4.1 Statement of financial position

4.2 Pro-forma capital structure

5. COMPANY OVERVIEW

5.1 Background

5.2 Administration overview

5.3 Future Exploration Activities of the Company

5.4 Other opportunities

6. CORPORATE GOVERNANCE

6.1 The Board of Directors

6.2 Composition of the Board

6.3 Independent professional advice

6.4 Remuneration arrangements

6.5 External audit

6.6 Audit committee

6.7 Identification and management of risk

6.8 Ethical standards

7. RIGHTS ATTACHING TO SECURITIES

7.1 Terms of Shares

General meetings

Voting rights

Dividend rights

Winding-up

Transfer of Shares

Future increase in capital

Variation of rights

PROSPECT RESOURCES LIMITED Capital/Financing Update 2012